


Baroness' Beasts

by HVuples



Category: G.I. Joe (Cartoon), G.I. Joe - All Media Types
Genre: F/M
Language: English
Status: In-Progress
Published: 2019-05-13
Updated: 2019-05-13
Packaged: 2020-03-02 17:44:29
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 3,375
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18815872
Author URL: https://archiveofourown.org/users/HVuples/pseuds/HVuples
Summary: The Baroness revives the Hi-Freq to work on humans, and test it on some Joes.





	Baroness' Beasts

**Author's Note:**

> Disclaimer: This is a parody inspired by the works of Hasbro and Marvel/Sunbow. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the G.I.Joe: A Real American Hero Series. I have no money and therefore not a good suing target. Thank you very much.

Baroness' Beasts

Chapter One

Scarlett woke up, tied to a chair not with rope but some kind of electric rope like energy. Not to her was Flint in the same kind of bondage on a chair. The bonds caused her to flashback to how she had gotten here.

'We were flying on a spy mission on a potential Cobra base, when we got into a dogfight against some of their jets. The radios were jammed, so we were looking for some advantage. We made some good hits, but our jet was blasted... and we fell into an energy net some copters had created. Like how Ripcord, Mutt and Junkyard did. The energy must has stunned us unconcious.' She reviewed, noticing that Flint had woken up.

He looked to her as he asked, "Any idea where were are? Other then in the viper's pit?". Around them was some kind of building which resembled the common temple or castle Cobra tended to favor. The red hooded snake emblems also hinted at who owned the room. It looked like some kind of huge bedroom, with a large bed as well as desks and tables of different kinds. The female touches also hinted at who had captured them, given the few women in leadership in Cobra.

"So we're in the Baroness' bedroom, not the best place to be. Did she leave us any weapons, gears or anything to help her escape?" she asked him, which was greated by a shake of his head. Which she answered with, "They must be getting smarter. Any idea why we were captured?"

It was then the door opened, and the clicking of heels on the stones of the floor revealed it's source. A Black catsuited, sensually curvy black haired woman in glasses emerged to their view, followed by three women in customized Cobra Trooper uniforms made to show off their bodies. Passing the bed so she could look at the two of them on their chairs. A red haired attractive woman in a jumpsuit, and an attractive dark haired man in a beret. The trio of women taking up point around the two Joes. One of either side and one behind them. She smiled sinisterly as she looked at them before speaking in her eastern European accent.

"So we have two Joes who have come uninvited to my home. It is fortunate that I have gifts to share with them, even without notice. The two of you have arrived just in time to watch me test out my new plan to place me in the place I belong. In power!" she told them as she moved to a table with a large box on it.

"How do you expect to do that, Baroness?" asked Scarlett as she wanted to know any Cobra plot as soon as possible.

"I have used various Cobra technologies to repair and improve Hi-Freq." she told them, before the Joes laughed at her plans.

"Seriously? Controlling animals again? After the first time, we made sure to come up with plans to neutralize that option. So what are you going to do?" asked Flint, as Scarlett knew of those same plans.

"If I was going to use animals, I might be worried. Except the animal I plan to use it on, is the human animal. Funny, of all the animals and insects Dr. Lucifer could control, including primates... He forgot about one species of primates. Homo Sapien. Humans.

It was simple. Use the Hi-Freq as a base. Then add and improve it. More advance tech. Add the program Destro created for Cold Slither. Research I had done for the Golden Siren Shell's tone. Include the Brainwave Scanner, and finally we get this..." she said as she moved to the box to pull out a small flashlight like device.

Suddenly, a silly idea seemed to have gotten a lot more serious. The ideas the dark haired Cobra said, made sense. If they worked the way she wanted. Scarlett could only hope there was a flaw somewhere they couldn't see. As the woman came closer with her sonic weapon, it was looking like they were about to see if it was successful or not.

"Perhaps a demonstration is in order. Something... enjoyable for me. Much like the Commander and his... 'sport'. So, Flint, thank you for help." said the woman as she pulled the flashlight and pointed it at the male Joe, who looked like he was trying to prepare for fighting the device. He failed as the Baroness aimed and pushed what seemed to be a hidden button on the device. There was a very faint noise which Scarlett could hear, but Flint seemed to hear better. He freezed up into a still position.

The Baroness holstered the flashlight to the side of her catsuit, before picking up a remote control which deactivated Flint's electro-ropes. He made no move to escape once the ropes had dropped. She moved so she was in front of both of them, giving a view of herself. She turned to Flint and said, "Flint, Darling, my boots seem dirty. Lick them clean."

Flint moved forward before kneeling before her, as she lift her boot to show it off. Flint then held it close as he began to lick it clean, even kissing it as he did so. Sucking the tips of the toes, and even doing the same with the stilleto heel. Like a giving a blow job to it.

"As you can see Scarlett, the new Hi-Freq can instant make the subject submissive to it's user. It also can be programmed to avoid the give away blue glowing eyes for normal eyes instead. While under the sonic power, the subject's mind is completely open. There is none of the regular judgement or discrimination a normal person usually has, all commands are directed straight to the mind without any kind of blocks to stopping it. Even when the subject is returned to a non-tranced state, the commands remain. Memories, feelings, ethics, morals, and other elements of the mind are a blank sheet for the re-writting." as she was saying this, Flint was slowly licking the boots clean. First one, then the other. Something he would never willingly do, which made Scarlett terrorified at the implications of the situation.

The Baroness continued, "Let me show you more of the potential of my Hi-Freq system!"

The dark haired woman kicked Flint's head away gently with her boot, before taking the flashlight weapon to fire again at Flint who paused. Smiling like a cat with a bird as she spoke, "Flint, listen carefully to me. From this moment on, I own you. Mind, body, soul, they all belong to me. You thoughts and feelings mind to mold to my design.

All of your previous loyalties to your comrades, is now loyalty to only to me. All devotion to your country, is now devotion to only to me. All the love and desire you feel for Lady Jaye, is now love and desire only for me. In fact all of that loyalty, devotion, love and desire is triple your previous feelings and is only for me.

I am perfect, a goddess made flesh. Your goddess. You know the truth that it is destiny that all exist to serve me, whether they know it or not. You will follow my commands without question or resistance. My wish is your greatest desire. As you said yourself, you would do anything to make me happy.

So when I snap my fingers, you will awaken with my words written on your soul forever. Understand?"

"Yes, my Baroness." was the answer from the only man in the room, in a monotone voice of someone in a trance. Scarlett was speechless at what it seemed the Baroness could do. Especially when the other woman, after putting the hypno tool up... snapped her fingers.

Flint was on his knees bowing before the Cobra agent, kissing her boots again. He replied in a tone of respectiful awe and filled with love, "How may I serve my Baroness?"

The dark haired vixen smiled, as she bent over and lifted his head followed by his body with one hand under his chin. A smiled reflected by the dark haired man before her. She spoke up as soon as he was standing before her, "I have decided to grant you the greatest gift. To become my lover. So to begin with, you are to strip completely naked... save for your beret. Once you have done that, you are to slowly undress me. As erotically as possible. We will go from there. But remember, treat my clothing with extreme care."

"Of course, my Baroness." replied the man, even as be began to undress himself. Scarlett tried to avoid looking at him, but her female guards forced her to stop that. She had to admit that Flint has a sexy, hard body. Very well muscled and strong. Lady Jaye was a lucky woman... or she had been. Once he was naked save for his headgear, he began to undress the Baroness.

He returned to kissing the boots once again, letting his spit shine the leather once again. Kissing them with reverance, he removed them starting with the left followed by the right. He placed them next to the bed with care, as the Baroness' stocking feet were revealed. Then while he was at her feet, he kissed his way up the catsuit. From the legs , up her thighs, to her groin, and up her belly. As he made it to her chest, Flint tenderly kiss the ample bossum of the woman before reaching for the buttons on the side of one of her breasts. Allowing him to gain access to the zipper which would undo the leather uniform. All the while, the Cobra leader used her gloved hands to guide Flint. Caressing his skin, and teasing sensitive areas like his nipples.

Once he had the zipper, easy to access, he undid it with his teeth. Pull it down and revealing the pale flawless skin beneath it, as well as expensive lingerie. The Joe pulled off the Catsuit with it's mind control device with great care, as the full view of what the Baroness wore beneath her leathers. Which seemed to be very fine lace. Black sockings, decorated with serpentine designs, covered the lovely legs up to the thighs. Where garters attached them to a lacy black thong panties, with a single spot of red as the rising Cobra Emblem was in front. Likely directly over her clit or pussy. Her taunt abs were on displace, before the black lace bustier she wore on her chest. Over each breast, again, was a rising hooded serpent insignia. The only colours on her body currently other then red, black, and pale white was the grey gloves she wore. 

Gloves that Flint took off by first suckling at each and every finger, in an erotic display. As he finished suck on a digit, he would use his teeth to softly pull the finger of the glove off of the woman's true fingers. Once a hand had all of it's glove's digits loosened, he pull it off. Once he did, he kissed the knuckles of the woman, as if she was royalty. Her fingers ended in long nails, painted blood red like her lips.

Flint undid the straps and laces which held the Baroness' undergarments on, and carefully removed them to prevent any damage on them. Kissing each bit of exposed flesh which was revealed. From her legs as the stockings came off, to panties-less cunt, and the abs and breasts once the bustier was removed. Even Scarlet had to admit that the Baroness was a beautiful and sensual woman. 

As Flint rose to bath the brunette in his adoration, she eventually moved to guide his head. Moving it in for a passionate kiss, as the two nude people (save for Flint's Beret and the Baroness' Glasses) wrapped their arms in an intense embrace. As the kiss broke up, a few strands of salivia bonded them till it broke. The Baroness the spoke again, 'Now it is time to test your devotion. Follow me, Darling."

She broke the embrace with Flint and turned, making sure to walk in a way to swing her hips so as to draw attention to her ass. Flint looked like he was hypnotized by the swinging of the pale cheeks, as he followed the femme fatale to the huge bed. Soon the top cover of the bed was removed, to reveal satin sheets which had an inversion of the usual Cobra symbols. Red sheets with a large black Cobra in the centre of it.

As she reached the bed, Flint took the lead by moving to lift her up to her surprise, which was followed by another kiss. Before he lowered her down onto the matress, followed by his own climbing onto it as well. As he lay next to her, raising his head to look at her face with it's hair a little out of place, he asked, "Do you want to be on top or bottom, my love?"

"For now? On top, to show your redhead friend how much control I have over you." she told him, as he laid down and she climbed on top of her.

His reply, "Unless she serves you, beloved, she's no friend of mine. The most important woman being in my life is you, My Goddess."

"Perfect, as it should be." She continued, as she used her hands and legs to move herself into position. Her legs on either side of him, her hands on his chest. Red nails marking that chest as hers. His hands moved instantly to support her as she moved, moving up the sides of her body till she was in position. Her cunt, already dripping with pleasures of domination, hovering over his steel hard rod. Which also had it's own drops of pre-cum leaking from it's hole.

"Enough foreplay. Time for me to receive what I deserve, and for you to be rewarded." She said, as she lowered herself down on the cock. His hands, in turned rose up to caress her breasts as they were locked in action. His hands played with the mounds of plentiful flesh. First weighing them in his hands, slipping his fingers so her nipples slid through them, before he tweaked and teased them.

In return, she did the same with his cock, as her vagina muscles began to squeeze and caress his cock while it entered and exited her. The Kegel and other excerises she had learned aiding in the movements of her honey pot. Which was why it was part of most Cobra female agents's training, in case they needed to work as a honey trap. 

"Yessss, Flint Darling. Keep pumping your cock into me. But you will not come until I say that you may. Ahhhhhhh, ohhhhhhhh." moaned the dark haired temptress, as her new male slaved did her bidding.

As the moans of the man and woman making love filled the room, Scarlet was forced to watch by the three Cobra Guards. If she didn't know the couple in front of her well, it would be an entertaining as a porn. She had to admit they looked sexy together. But any arousal was drowned by fear and disgust at the Baroness' actions.

While Flint kept his right hand at her breasts, his left moved down to the Baroness' pussy. Or more exactly, her clit. As she rode him, milked him as he balls grew tigher, he moved his fingers to play with her pleasure button. As this went on, the two of them would kiss wildly. Spit connected them at times, tongues tangoing, and even some playful bitting of the lips. More on the Baroness' behalf for the last, but Flint didn't mind. Her ass bounced as did her tits in Flint's hand, as she was riding a powerful stallion. Occationally moving her back in a moan or a groan. Baroness was cumming, with a "Ye-ah-ah-ah-ah-ah-ah!". But still she denied Flint coming. She wanted to build his money shot till he could fill her womb with jizz.

With her cunt, she could feel his hardness as well as it's tightening with pressure. She was using judgement on the best moment to let her new lover cum. She could feel yet another orgasm. Normally, she might have tried to test how many climaxes she could get from him. But this was test of her Hi-Freq system, a demonstration to the female Joe of her new power, and Flint was excellent as a lover in stimulating her. So as she prepared for her next orgasm, she was ready to give Flint his release.

"Fa-fa-fa-lint, Da-da-dar-ling." she started as she rode him even harder, her vagina milking him harder as she was almost there herself. She continued, "When I say Cum, you can cum."

"Yes-s-s-s-s-s-s-s-s, Darling! Whatever you say my queen!" answered Flint, in a voice filled with grunting from the forces building up in him. The Cobra officer smirked in pleasure as she saw him complete under her power, her total dominance over the man beneath her was actually making her even more aroused. She even had to bit her crimson lips to prevent her from coming just from that power, before she was ready. For she was also building her own orgasm up, her channel was lubing with her natural fluids. Allowing the cock to slip in smoother, to slip easier, to slip in deeper.

As she finally felt the crest of the sexual apex, she began to speak yet again. Speak but one word. To shout it so it echoed as far as it could. She began to tense in anticipation, Flint did as well, and Scarlet tensed in terror as she realized how deep the threat from Cobra was now. It was if this climax was between the three of them. Two in lust, one in horror.

Like an exploding bomb, a loud powerfully projected "Cum!" was spoken. And things suddenly happened all at once. Flint blew his complete load in the depths of the villainess with an in stroke. The Baroness screamed with triumph and pleasure, which melded together in her mind. Scarlet opened her mouth in shock as her eyes looked on, as she suddenly tried harder to break her electro-ropes no matter who was near her. Anything was better then staying there and likely be turned against herself. In essence dying, and being replaced by a monster.

The Baroness collapsed onto Flint, as he moved to embrace her tenderly. She looked up at him, her glasses still on her face even though all of the intimate activity they went through. As she caught her breath, she asked him with a purr in her voice, "How was I as a lover, beloved? Better then Lady Jaye?"

"No one could compare to you. It was like Aphrodite herself allowed me to lay with her, to learn what true sex was like. Whatever her name, I can't remember at all after being with you. She was likely as a bumbling child when set beside the physical perfect of my Baroness." was his answer, as she stared in her eyes with a loving smile.

"Such lovely compliment, beloved. But before we go further," she said, moving so she could see the guards, "Ladies, I believe our redheaded friend has seen it's power. Now... it is time for her to face the music!"

As she turned back to her new man, Scarlet was shocked as from behind her the sensation of headphones were placed over her ears. Once they were sealed on them, she heard an unusual sound. Then she knew nothing more...

Author's Notes:

I had this written, but lost all but the teaser I posted. So I had to rewrite it. Then real life came in. Plus I had written things else where. I have a few other ideas for where this can go. Like Scarlet being converted, and the Baroness being 'captured' by Flint and Scarlet. Not sure if it should be expanded her or in another chapter, if I can write it.

So thoughts, opinions, or constructive criticism?


End file.
